SurgePays (SURG) 8-K/A Entry into a Material Definitive Agreement

EXHIBIT 99.3

NORTH AMERICAN ENERGY RESOURCES, INC. AND

NORTH AMERICAN EXPLORATION, INC.

Pro Forma Financial Statements

As of April 30, 2008, for the year ended April 30, 2008

The accompanying unaudited pro forma combined financial information shows the financial statements of North American Energy Resources, Inc. (“NAER”) and the financial statements of North American Exploration, Inc. (“NAE”), which was acquired pursuant to a Stock Exchange Agreement dated as of July 28, 2008. The pro forma adjustments to the balance sheet give effect to the acquisition as if it occurred on April 30, 2008, and includes the balance sheet of NAER as of November 30, 2007. The pro forma statement of operations gives effect to the acquisition as if it occurred at the beginning of the year ended April 30, 2008 for NAE and the beginning of the year ended November 30, 2007 for NAER. The acquisition has been accounted for using the purchase method of accounting and has been treated as the acquisition of NAE by NAER with NAE as the purchaser (reverse acquisition).

NORTH AMERICAN ENERGY RESOURCES, INC. AND

NORTH AMERICAN EXPLORATION, INC.

Unaudited pro forma balance sheet

April 30, 2008

	NAER			NAE			Combined				Adjustments			Pro forma
ASSETS
Current assets:
Cash and cash equivalents	$	1,390		$	185,023		$	186,413						$	186,413
Accounts receivable, net		2,924			56,745			59,669							59,669
Total current assets		4,314			241,768			246,082				-			246,082
Property and equipment, net		3,500			523,008			526,508							526,508
Note receivable					76,000			76,000							76,000
Investment in NA Exploration								-		a		120,000			-
								-		c		(120,000	)
	$	7,814		$	840,776		$	848,590			$	-		$	848,590
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	12,040		$	23,865		$	35,905						$	35,905
Accrued expenses		-			1,374			1,374							1,374
Notes payable		-			35,250			35,250							35,250
Advances from joint interest participants					189,471			189,471							189,471
Due related parties		-			501,000			501,000		a		-			501,000
Total liabilities		12,040			750,960			763,000				-			763,000
Commitments and contingencies
Stockholders' equity (deficit):
Common stock		10,900			100			11,000		a		21,000			31,900
										c		(100	)
Additional paid-in capital		78,100			119,900			198,000		a		99,000			83,874
										b		(93,226	)
										c		(119,900	)
Deficit accumulated during expl. Stage		(93,226	)		(30,184	)		(123,410	)	b		93,226			(30,184	)
Total stockholders' equity		(4,226	)		89,816			85,590				-			85,590
	$	7,814		$	840,776		$	848,590			$	-		$	848,590

See accompanying notes to pro forma financial statements

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NORTH AMERICAN ENERGY RESOURCES, INC. AND

NORTH AMERICAN EXPLORATION, INC.

Pro Forma Statement of Operations

Year ended April 30, 2008

(Unaudited)

	NAER			NAE			Combined			Adjustments		Pro Forma
Sales and revenues	$	-		$	6,374		$	6,374		$	-	$	6,374
Costs and expenses
Oil and natural gas production taxes		-			459			459					459
Oil and natural gas production expenses		-			23,610			23,610					23,610
Depreciation and amortization		-			1,069			1,069					1,069
General and administrative expense,
net of operator's overhead fees		72,773			4,722			77,495					77,495
		72,773			29,860			102,633			-		102,633
Loss from operations		(72,773	)		(23,486	)		(96,259	)		-		(96,259	)
Other income (expense):
Other income		-			54			54					54
Interest expense	��	-			(1,373	)		(1,373	)				(1,373	)
		-			(1,373	)		(1,373	)		-		(1,373	)
Loss before income taxes		(72,773	)		(24,859	)		(97,632	)		-		(97,632	)
Income taxes		-			-			-			-		-
Net loss	$	(72,773	)	$	(24,859	)	$	(97,632	)	$	-	$	(97,632	)
Loss per common share, basic
and diluted	$	(1.58	)	$	(0.00	)						$	(0.00	)
Weighted average common shares
outstanding		46,000			35,000,000								35,046,000

See accompanying notes to pro forma financial statements

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NORTH AMERICAN ENERGY RESOURCES, INC. AND

NORTH AMERICAN EXPLORATION, INC.

Adjustments to unaudited pro forma balance sheet

April 30, 2008

	Debit		Credit
ADJUSTMENTS
a
Investment in NAE		120,000
Common stock				21,000
Additional paid in capital				99,000
Record issuance of 21,000,000 shares of NAER common stock in exchange for all of the issued and outstanding common stock of NAE
b
Additional paid-in capital		93,226
Accumulated deficit				93,226
Eliminate NAER accumulated deficit against additional paid-in capital (reverse acquisition)
CONSOLIDATING ELIMINATION ENTRY
c
Common stock		100
Additional paid in capital		119,900
Investment in NAE				120,000

Eliminate investment in NAE

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